8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 8-K


                                CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  April 26, 2000

                        True North Communications Inc.
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            (exact name of registrant as specified in its charter)

Delaware                                1-5029                   36-1088162
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(State or other jurisdiction    (Commission File Number)     (IRS Employer
of incorporation)                                            Identification No.)


101 East Erie Street, Chicago, Illinois                          60611-2897
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(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:            (312) 425-6500
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                               (Not Applicable)
          Former name or former address, if changed since last report


Item 5. Other Events

     On April 27, 2000, the registrant issued a release in the form attached to
this Report as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits:

99.1 Press Release dated April 27, 2000.

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                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          TRUE NORTH COMMUNICATIONS INC.

                                          By     /s/ Kevin J. Smith
                                            -----------------------------------
                                                     Kevin J. Smith
                                                Chief Financial Officer


Dated: April 26, 2000

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                                 EXHIBIT INDEX
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Exhibit No.            Description
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99.1                   Press Release dated April 27, 2000

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EX-99.1

[TRUE NORTH LOGO]

TRUE NORTH COMMUNICATIONS INC.

Contract: Kevin Smith 312-425-6505
          Kathryn Woods 212-727-5582

FOR IMMEDIATE RELEASE

TRUE NORTH CONVERTS ITS STAKE IN MODEM MEDIA FROM
CLASS B TO CLASS A SHARES


CHICAGO April 27, 2000 - True North Communications Inc. (NYSE: TNO), a global
advertising and communications holding company, said today that it has converted
its 41% stake in interactive agency Modem Media (NASDAQ: MMPT), consisting of
approximately 11.1 million Class B shares, into 11.1 million Class A shares. As
a result, True North retains 41% of the voting power and no longer holds
super-majority voting power. This conversion had originally been scheduled to
occur on June 30, 2000.

True North said that, effective in the second quarter of 2000, it will account
for its investment in Modem Media under the equity method of accounting.

David Bell, Chairman and CEO of True North, commented, "We chose to convert
early because of our confidence in Modem Media's management. We think that the
change in voting control is consistent with Modem Media moving forward in
achieving their goals."

In addition to incubating DoubleClick and its role in the IPO of Modem Media,
True North is currently developing several digital brands including R/GA
Interactive, an interactive design company and an emerging broadband player;
SixtyFootSpider, a data-driven interactive communications brand launched late
last year; and Stein Rogan + Partners, a digital branding agency acquired in the
fourth quarter of last year.

End Notes:

True North Communications is one of the world's leading advertising and
communications companies and a leader in digital marketing services. Among its
holdings are major advertising agencies FCB Worldwide, Bozell Group and Temerlin
McClain; and True North Diversified Companies, a group of leading communications
services brands including BSMG Worldwide, Marketing, Marketing Drive Worldwide,
Tierney & Partners, TN Media, and New America Strategies Group; and others. True
North, headquartered in Chicago, has annual revenues exceeding $1.4 billion and
annual billings of more than $14 billion.


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